A Convertible Debt Agreement is commonly used by early-stage companies in the United States seeking to raise capital while deferring company valuation. This document establishes the terms under which investors provide funding as debt that can later convert to equity, typically during a subsequent financing round. The agreement must comply with federal securities laws, including the Securities Act of 1933 and applicable state regulations. It typically includes detailed provisions on conversion triggers, valuation caps, discount rates, and investor protection mechanisms.
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1. Parties: Identification of the issuing company and the note holder(s)
2. Background: Context of the agreement and purpose of the convertible debt issuance
3. Definitions: Key terms used throughout the agreement including conversion price, maturity date, and qualifying financing
4. Principal Amount and Issuance: Details of the debt amount and issuance terms
5. Interest: Interest rate, calculation method, and payment terms
6. Maturity: Maturity date and repayment terms
7. Conversion Rights: Terms and conditions for converting debt to equity, including conversion price and triggers
8. Events of Default: Circumstances constituting default and remedies available to noteholders
9. Representations and Warranties: Standard company and investor representations regarding authority, compliance, and disclosure
1. Security Interest: Terms of any collateral securing the note, used when the note is secured by company assets
2. Subordination: Priority of the note relative to other debt, included when there are multiple classes of debt
3. Board Observer Rights: Rights to attend board meetings, included when investors request governance participation
4. Most Favored Nation Provision: Ensures noteholder receives best terms offered to other investors, used in early-stage investments
5. Pre-Payment Terms: Conditions and penalties for early repayment, included when early repayment is permitted
1. Form of Notice of Conversion: Standard form for noteholders to execute their conversion rights
2. Capitalization Table: Current capital structure of the company showing outstanding shares and securities
3. Disclosure Schedule: Exceptions to representations and warranties made in the agreement
4. Security Agreement: Details of any security interest and collateral (if applicable)
5. Form of Convertible Note: Physical form of the note certificate to be issued
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